When it comes to forming a UK limited company, there is no restriction on nationality or location of the director or shareholder of the firm.
Non-resident company formations in the UK are 100% possible and an incredibly popular option. In fact, thousands of individuals across the globe form businesses inside the UK each year.
The best news? It’s simpler and more cost-effective to complete a UK company formation as a non-resident than you might think. This guide will tell you how and answer any questions you might have about the process along the way.
What are the legal requirements to form a Limited Company in the UK?
Let’s get the legal side done first. It’s possible to form a limited company as a non-UK resident, provided that you have:
- A Registered Office address. This must be a UK address that can receive mail and communications and cannot be a P.O Box Address.
- At least 1 director and 1 shareholder (who can be the same person but in both instances must be over 16 years old).
Don’t worry though – you don’t need to buy a home or an office in the UK to serve as your Registered Home Address.
As we’ve explained in our guide to business addresses, you can buy a business address from a company formation agent to serve as your Registered Office and forward all your mail and official communications to you.
What’s better, if you use a company formation agent to aid you in this process (more on that below!) a business address service can be included as part of your package.
Forming a UK company as a non-resident?
You’ll need to use a UK company formation that is experienced in providing company formations for non-residents.
We recommend 1st Formations as they offer a ‘Non-Residents Package’ that includes everything you need including UK business banking, 12-month cancellation protection, London registered addresses with International mail forwarding.
Click here to view the Non-Residents Package
Completing your UK company formation as a non-resident
Although you might not be based in the UK, forming a limited company follows almost the exact same process as any UK resident, provided that you have all of the legal requirements listed above ready to go.
We’ve explored the process in more detail in our guide to forming a limited company, but the essential steps are as follows:
Step 1: choose a name for your limited company
Your firm needs a name. In an ideal world, this will be something short and catchy that describes your business and what you do. If you’ve already set up as a sole trader, this might just involve transferring your sole trader name to your limited company.
But rather than spending days stressing about your business’ name, remember that the official name you use in our formation doesn’t have to be your brand name. For example, you might not recognise PepsiCo International Limited, but you will recognise Pepsi’s trading name.
Plus, although we don’t always recommend it, you can always change your name later down the line. If you look at PepsiCo’s history, you’ll see that they have several previous business names, including ‘Seventy-Sith Shelf Trading Company Limited’. Catchy.
It is far better just to get the business registered and start trading than to delay launching simply because you can’t decide on the right name! And if you need some help or inspiration for this step, checkout our guide on how to come up with a catchy name for your business here.
One last thing—your chosen company name can not already be in use or too similar to an existing business name, and it shouldn’t contain any sensitive or offensive words. You can check name availability on the Companies House website.
Step 2: appoint directors and allocate shares
As mentioned in the legal requirements of setting up a limited business, you must appoint at least one director and one shareholder. This can be the same person, and they don’t have to be a UK resident.
So, if you’re starting a business alone, you can appoint yourself as the director and control 100% of the shares. That certainly makes this step easier. If that’s not your plan, you can find out more information about assigning shares in a limited company here.
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Step 3: get a registered office address in the UK
As we mentioned before, you don’t need to buy a physical home or office in the UK to have a Registered Office Address. It just has to be a place within the UK that you can receive mail and communications (it can’t be P.O. address).
For non-UK residents, the answer to this is a registered office service, where all mail and communications that are received are forwarded, scanned and emailed to you.
Most company formation agents offer packages to set your business up, and will often provide a Registered Office for your business as part of these packages. If you’re interested in these services, you’re in luck as we’ve tried, tested and reviewed the best company formation agents on the market to make sure that you’re getting the best possible advice, help and deal on setting up your business.
Step 4: create the official documents
This step always sounds like the most important and scary step. But it’s more straightforward than you might think. The documents needed to form a UK limited company are:
- A memorandum of association, which is usually a one-page document outlining the initial shareholders of your company, an intention for them to take out shares while also confirming the name of the firm.
- The articles of association, which is to ensure that all members of the business are following the correct procedures set out in the Companies Act.
Templates of both these documents can be found online. All you need to do is check the information and fill in the blanks.
Step 5: complete the application form
With all the pieces in place, it’s time to complete and send the application form to the Companies House and pay their fee. The form will ask for details such as:
- Your desired name
- The address of your registered office
- The number and value of shares issued
- Details of all directors and shareholders (name, address, date of birth, etc.)
So make sure you have that information to hand. Once sent off, you just need to wait for a response, so you can start trading and building your success as a limited company.
And of course, if you don’t want to go through this process by yourself, there is help and assistance available through company formation agents.
How to complete your UK company formation using company formation agents
The easiest way to complete your UK company formation as a non-resident is by enlisting the help of a company formation agency.
This is a professional agency that assists in the registration of businesses at Companies House. Basically, company formation agents are agencies that set up and register firms, removing any red tape, confusion, and hassle. As part of this service, company formation agencies can also provide UK Registered Office addresses for your business.
In addition, company formation agents are there to provide specialist advice and support throughout the application process and beyond – including information and support applying for a UK bank account.
To make sure that you’re getting the best possible advice, help and deals on setting up your business, we’ve tried, tested and reviewed the best company formation agents on the market.
Top-Rated Company Formation Agents
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How long does the Company Approval process take in the UK?
Once you have submitted your online company formation form, Companies House requires approval of the details of your business. This may take up to 24 hours, but is usually quicker.
What happens after your company is approved by Companies House?
Once your limited company is approved by the Companies House, you will receive an email confirmation of this formation, as well as:
- A company Certificate
- A Share certificate
- Memorandum of Association and Articles of Association for your business
Once this is done, you just need to make sure that you abide by the regulations and laws of UK limited companies. For more information on this, see our guide to the responsibilities of limited company directors.
Do you need to register for UK Corporation Tax?
Yes, if you form a limited company in the UK you have to be registered for Corporation Tax with HMRC. This must be completed no later than three months after starting to do business or receiving any type of taxable income.
HMRC will use the information you provide during registration to work out your Corporation Tax ‘accounting period.’ This determines your deadlines for filing Company Tax Returns and paying any Corporation Tax you owe.
A Company Tax Return is usually due 12 months after the end of the accounting period it covers. If you owe corporation tax, you have nine months after the end of the accounting period to pay it.
Do you need a UK bank account to register a limited company?
No, you don’t need a UK bank account to register a limited company in the UK. All you need is a Registered Office address and at least 1 director and 1 shareholder (who can be the same person).
However, having a UK bank account may be useful for some firms when trading in the UK, rather than dealing with the hassle of making overseas transactions.
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What other responsibilities do I have as a UK limited company?
Although you are a non-UK resident, you’ll still follow the same rules and responsibilities to running your business as those in the UK. This means that your firm must deliver a confirmation statement at least once a year, even if it is dormant or non-trading. The confirmation statement has replaced the annual statement in the UK, and is due every 12 months and has to be filed to Companies House.
You can file a confirmation statement up to 14 days after the due date. However, it’s a criminal offence not to file the confirmation statement within 14 days of the end of the review period. If you don’t do this, the company and its directors may be prosecuted.
Limited companies also need to provide financial statements for the past accounting year. If your firm is dormant, you have to file dormant company accounts.
Statutory accounts must include:
- a ‘balance sheet’, which shows the value of everything the business owns, owes and is owed on the last day of the financial year
- a ‘profit and loss account’, which shows the firm’s sales, running costs and the profit or loss it has made over the financial year
- notes about the accounts (if applicable)
- a director’s report
You might have to include an auditor’s report depending on the size of your business. It’s necessary for the balance sheet to have the name and signature of a director on it.
First accounts are due 21 months after a company incorporation date and then all subsequent accounts have up to 9 months plus 1 day from your Accounting Reference Date. If you file it late, Companies House can levy a penalty.
If you fail to file your accounts, the Companies House can strike your company from the Register, freezing all of your assets.
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